Douglas Davis
OSHKOSHAbout Douglas L. Davis
Douglas L. Davis (age 63) is an independent director of Oshkosh Corporation, serving since 2021, and sits on the Audit and Human Resources Committees . He spent 35 years at Intel, most recently as SVP of the Automated Driving Group, where he led Intel’s acquisition of Mobileye; he also obtained CERT certification in Cybersecurity Oversight . Davis holds a B.S. in Electrical Engineering from New Mexico State University and an MBA from Arizona State University (W.P. Carey) and is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Intel Corporation | SVP, Automated Driving Group; SVP & GM, Internet of Things Group | SVP ADG 2017–2019; 35-year career | Established Intel as leading microprocessor provider for self-driving cars; led Mobileye acquisition |
| Intel Corporation | Led global org for Intel Architecture solutions across industrial, aerospace, automotive, intelligent systems | Not disclosed | Global strategic planning, innovation, disruptive tech, R&D leadership |
External Roles
| Company | Role | Since | Committees |
|---|---|---|---|
| Cerence, Inc. (CRNC) | Director | 2022* | Member: Audit; Compensation |
| Verra Mobility (VRRM) | Director | 2019 | Chair: Compensation; Member: Nominating & Corporate Governance |
*Marketscreener lists 2022 as start year .
Board Governance
- Committee assignments: Audit Committee member; Human Resources Committee member .
- Independence: Independent director (all non-employee nominees are independent) .
- Attendance: Board held 5 meetings; committees held 16; each director (except one who resigned) attended 100% of Board and committee meetings served in 2024 .
- Executive sessions: Independent directors met in executive session five times in 2024 .
- Chair structure: Oshkosh requires an independent Chair separate from CEO; Board plans Chair transition to Keith J. Allman after the 2025 meeting .
- Committee activity: Audit met 8 times; Human Resources met 4 times in 2024 .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $107,500 | Standard non-employee director retainer |
| Committee membership fees | $27,000 | $13,500 per committee; Davis serves on two (Audit, HRC) |
| Total fees earned (cash) | $134,500 | 2024 Fees Earned or Paid in Cash |
| Chair fees | $0 | Audit Chair gets $20,000; Gov/HRC Chairs $15,000; Davis is not chair |
Mix: Cash $134,500 vs Stock $170,061 → ~44% cash / ~56% equity for 2024 .
Performance Compensation
| Equity Grant | Grant Date/Mechanics | Shares | Grant Date Fair Value |
|---|---|---|---|
| Annual director stock award | Granted at 2024 Annual Meeting to then non-employee directors | 1,460 shares | Included in $170,061 stock award value (FASB ASC 718) |
| Options | As of Dec 31, 2024 | None outstanding for current non-employee directors | N/A |
Notes: Director equity is time-based common stock (not performance-conditioned); directors may elect to defer into stock or fixed-income accounts per the Deferred Compensation Plan (prime +1% in fixed account) .
Other Directorships & Interlocks
| Company | Sector Overlap with OSK | Committee Roles | Potential Interlock Consideration |
|---|---|---|---|
| Cerence (automotive AI software) | Adjacent tech; not a direct competitor to OSK specialty vehicles | Audit; Compensation | No direct supplier/customer link disclosed in OSK proxy |
| Verra Mobility (mobility solutions) | Adjacent mobility services; not an OSK competitor | Chair Compensation; Member Nominating & Corp Gov | No related-party transactions disclosed in OSK proxy |
Expertise & Qualifications
- Innovation, disruptive tech, R&D leadership; autonomous driving, IoT; global strategic planning .
- CERT Cybersecurity Oversight certification .
- Financial literacy (Audit Committee member); board governance experience across public companies .
Equity Ownership
| Metric (as of record date Feb 27, 2025) | Value |
|---|---|
| Beneficially owned common shares | 0 |
| Stock units (deferred compensation/RSUs under plan) | 5,745 units |
| Ownership as % of shares outstanding | <1% (“*”) |
| Stock options | None for current non-employee directors |
| Director ownership guideline | 5× annual cash retainer; 5-year compliance window |
| Compliance status | All independent directors met or are within the five-year window as of Feb 28, 2025 |
| Hedging/Pledging | Prohibited for directors and officers |
Insider Trades (OSK)
| Date | Type | Shares | Price | Source |
|---|---|---|---|---|
| May 6, 2025 | Stock Award (Grant) | 1,927 | $0.00 | |
| 2024 Annual Meeting grant | Common stock award (director grant) | 1,460 | FASB ASC 718 fair value included in $170,061 |
Additional reference showing non-open market grant entries for Davis is available (CIK 0001781000) .
Governance Assessment
- Committee effectiveness: Davis serves on Audit (8 mtgs) and Human Resources (4 mtgs), providing oversight of financial reporting, internal controls, risk (including cybersecurity), compensation, and human capital; Audit members (incl. Davis) are independent and financially literate; the Board designates multiple audit committee financial experts .
- Independence and engagement: Independent under NYSE rules; 100% attendance across Board and committees in 2024; independent directors held five executive sessions, reinforcing oversight quality .
- Director compensation and alignment: 2024 mix skewed to equity (≈56%), aligning interests; Director stock ownership guidelines (5× retainer within five years) with stated compliance; hedging/pledging prohibited, mitigating misalignment risks .
- Conflicts/related-party exposure: OSK maintains stringent related-person transaction policies and broad conflict definition; no family relationships among directors/officers; no related-party transactions disclosed for directors in the proxy .
- Compensation committee practices (board-wide signal): HRC uses independent consultant Mercer; committee assessed consultant independence; additional services provided to the company were segregated; fees disclosed, with independence affirmed .
- Shareholder signals: 2024 Say‑on‑Pay passed with 95.5% support, indicating investor confidence in compensation governance .
- Overall: Davis brings deep technology, cybersecurity oversight, and automotive autonomy expertise valuable for OSK’s innovation and safety initiatives; his multi-board experience (Cerence, Verra Mobility) enhances governance breadth without apparent competitive conflicts .
RED FLAGS: None disclosed specific to Davis. Pledging is prohibited; no related-party transactions or attendance issues reported; director equity awards are time-based (no repricing/option grants) .
Notes and Sources
- OSK DEF 14A (March 27, 2025) for committee roles, independence, attendance, director compensation, ownership, and governance policies .
- Cerence and Verra Mobility IR sites for external committee roles and biographies .
- Insider transaction references for Davis (OSK) .